Common use of Availability of Lender's Pro Rata Share Clause in Contracts

Availability of Lender's Pro Rata Share. US Agent may assume that each US Tranche A Lender and each US Tranche A1 Lender will make its Pro Rata Share of each US Tranche A Revolving Credit Advance and each US Tranche A1 Revolving Credit Advance, as applicable, available to US Agent on each Funding Date and Canadian Agent may assume that each Canadian Tranche A Lender and each Canadian Tranche A1 Lender will make its Pro Rata Share of each Canadian Tranche A Revolving Credit Advance and Canadian Tranche A1 Revolving Credit Advance, as applicable, available to Canadian Agent on each Funding Date. If such Pro Rata Share is not, in fact, paid to Applicable Agent by such Lender when due, Applicable Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Applicable Agent’s demand, Applicable Agent shall promptly notify Applicable Borrower Representative and US Borrowers or Canadian Borrowers, as the case may be, shall immediately repay such amount to Applicable Agent. Nothing in this Section 8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Applicable Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. To the extent that Applicable Agent advances funds to the applicable Borrowers on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Lender.

Availability of Lender's Pro Rata Share. US Agent may assume that each US Tranche A Lender and each US Tranche A1 Lender will make its US Pro Rata Share of each US Tranche A Revolving Credit Advance and each US Tranche A1 Revolving Credit Advance, as applicable, Loan available to US Agent on each Funding Date and Canadian funding date unless Agent may assume has received prior written notice from such Lender that each Canadian Tranche A Lender and each Canadian Tranche A1 Lender will it does not intend to make its US Pro Rata Share of each Canadian Tranche A Revolving Credit Advance and Canadian Tranche A1 Revolving Credit Advance, as applicable, available to Canadian Agent on each Funding Datea US Loan because all or any of the conditions set forth in Section 2.2 have not been satisfied. If such US Pro Rata Share is not, in fact, paid to Applicable Agent by such US Lender when due, Applicable Agent will be entitled to recover such amount on demand from such US Lender without setoff, counterclaim or deduction of any kind. If any US Lender fails to pay the amount of its US Pro Rata Share forthwith upon Applicable Agent’s 's demand, Applicable Agent shall promptly notify Applicable Borrower Representative and US Borrowers or Canadian Borrowers, as the case may be, shall immediately repay such amount to Applicable Agent. Canadian Agent may assume that each Canadian Lender will make its Canadian Pro Rata Share of each Canadian Loan available to Canadian Agent on each funding date unless Canadian Agent has received written notice from such Lender that it does not intend to make its Canadian Pro Rata Share of a Canadian Loan because all or any of the conditions set forth in Section 2.2 have not been satisfied. If such Canadian Pro Rata Share is not, in fact, paid to Canadian Agent by such Canadian Lender when due, Canadian Agent will be entitled to recover such amount on demand from such Canadian Lender without setoff, counterclaim or deduction of any kind. If any Canadian Lender fails to pay the amount of its Canadian Pro Rata Share forthwith upon Canadian Agent's demand, Canadian Agent shall promptly notify Borrower Representative and Canadian Borrower shall immediately repay such amount to Canadian Agent. Nothing in this Section 8.5(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Applicable Agent or Canadian Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. To Unless Agent has received prior written notice from a US Lender that it does not intend to make its US Pro Rata Share of each US Loan available to Agent because all or any of the conditions set forth in Section 2.2 have not been satisfied, to the extent that Applicable Agent advances funds to the applicable Borrowers any US Borrower on behalf of any such US Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such US Lender. Unless Canadian Agent has received prior written notice from a Canadian Lender that it does not intend to make its Canadian Pro Rata Share of each Canadian Loan available to Canadian Agent because all or any of the conditions set forth in Section 2.2 have not been satisfied, to the extent that Canadian Agent advances funds to Canadian Borrower on behalf of any Canadian Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Canadian Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Canadian Lender.

Availability of Lender's Pro Rata Share. US Applicable Agent may assume that each US Tranche A Lender and each US Tranche A1 Applicable Lender will make its Pro Rata Share of each US Tranche A Revolving Credit Advance and each US Tranche A1 or Netherlands Revolving Credit Advance, as applicablethe case may be, available to US Applicable Agent on each Funding Date and Canadian Agent may assume that each Canadian Tranche A Lender and each Canadian Tranche A1 Lender will make its Pro Rata Share of each Canadian Tranche A Revolving Credit Advance and Canadian Tranche A1 Revolving Credit Advance, as applicable, available to Canadian Agent or on each Funding Datesuch other date prescribed herein. If such Pro Rata Share is not, in fact, paid to Applicable Agent by such Applicable Lender when due, Applicable Agent will be entitled to recover such amount on demand from such Applicable Lender without setoff, counterclaim or deduction of any kind. If any Applicable Lender fails to pay the amount of its Pro Rata Share forthwith upon Applicable Agent’s demand, Applicable Agent shall promptly notify Applicable Borrower Representative and US Borrowers or Canadian Borrowers, as the case may be, Applicable Lenders shall immediately repay such amount to Applicable Agent. Nothing in this Section 8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Applicable Agent to advance funds on behalf of any Revolving Lender or Netherlands Lender, as the case may be, or to relieve any Applicable Lender from its obligation to fulfill its US Commitments or Netherlands Commitments, as the case may be, hereunder or to prejudice any rights that US Borrowers or Netherlands Borrowers, as the case may be, may have against any Applicable Lender as a result of any default by such Applicable Lender hereunder. To the extent that Applicable Agent advances funds to US Borrowers or Netherlands Borrowers, as the applicable Borrowers case may be, on behalf of any Applicable Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Applicable Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Applicable Lender.

Availability of Lender's Pro Rata Share. US Agent may assume that each US Tranche A Lender and each US Tranche A1 Lender will make its Pro Rata Share of each US Tranche A Revolving Credit Advance and each US Tranche A1 Revolving Credit Advance, as applicable, available to US Agent on each Funding Date and Canadian Agent may assume that each Canadian Tranche A Lender and each Canadian Tranche A1 Lender will make its Pro Rata Share of each Canadian Tranche A Revolving Credit Advance and Canadian Tranche A1 Revolving Credit Advance, as applicable, available to Canadian Agent on each Funding Date. If such Pro Rata Share is not, in fact, paid to Applicable Agent by such Lender when due, Applicable Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Applicable Agent’s demand, Applicable Agent shall promptly notify Applicable Borrower Representative and US Borrowers or Canadian Borrowers, as the case may be, shall immediately repay such amount to Applicable Agent. Nothing in this Section 8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Applicable Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. To the extent that Applicable Agent advances funds to the applicable Borrowers on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Lender.

Availability of Lender's Pro Rata Share. US Agent may assume that each US Tranche A Lender and each US Tranche A1 Lender will make its US Pro Rata Share of each US Tranche A Revolving Credit Advance and each US Tranche A1 Revolving Credit Advance, as applicable, Loan available to US Agent on each Funding Date and Canadian funding date unless Agent may assume has received prior written notice from such Lender that each Canadian Tranche A Lender and each Canadian Tranche A1 Lender will it does not intend to make its US Pro Rata Share of each Canadian Tranche A Revolving Credit Advance and Canadian Tranche A1 Revolving Credit Advance, as applicable, available to Canadian Agent on each Funding Datea US Loan because all or any of the conditions set forth in Section 2.2 have not been satisfied. If such US Pro Rata Share is not, in fact, paid to Applicable Agent by such US Lender when due, Applicable Agent will be entitled to recover such amount on demand from such US Lender without setoff, counterclaim or deduction of any kind. If any US Lender fails to pay the amount of its US Pro Rata Share forthwith upon Applicable Agent’s demand, Applicable Agent shall promptly notify Applicable Borrower Representative and US Borrowers or Canadian Borrowers, as the case may be, shall immediately repay such amount to Applicable Agent. Canadian Agent may assume that each Canadian Lender will make its Canadian Pro Rata Share of each Canadian Loan available to Canadian Agent on each funding date unless Canadian Agent has received written notice from such Lender that it does not intend to make its Canadian Pro Rata Share of a Canadian Loan because all or any of the conditions set forth in Section 2.2 have not been satisfied. If such Canadian Pro Rata Share is not, in fact, paid to Canadian Agent by such Canadian Lender when due, Canadian Agent will be entitled to recover such amount on demand from such Canadian Lender without setoff, counterclaim or deduction of any kind. If any Canadian Lender fails to pay the amount of its Canadian Pro Rata Share forthwith upon Canadian Agent’s demand, Canadian Agent shall promptly notify Borrower Representative and Canadian Borrower shall immediately repay such amount to Canadian Agent. Nothing in this Section 8.5(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Applicable Agent or Canadian Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. To Unless Agent has received prior written notice from a US Lender that it does not intend to make its US Pro Rata Share of each US Loan available to Agent because all or any of the conditions set forth in Section 2.2 have not been satisfied, to the extent that Applicable Agent advances funds to the applicable Borrowers any US Borrower on behalf of any such US Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such US Lender. Unless Canadian Agent has received prior written notice from a Canadian Lender that it does not intend to make its Canadian Pro Rata Share of each Canadian Loan available to Canadian Agent because all or any of the conditions set forth in Section 2.2 have not been satisfied, to the extent that Canadian Agent advances funds to Canadian Borrower on behalf of any Canadian Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Canadian Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Canadian Lender.